DEF 14A of Balchem Corp, Apr 27, 2026

DEF 14A of Balchem Corp

Filed Apr 27, 2026 · FY20250001140361-26-017099

Open on EDGAR

  1. II. Director Nominees Snapshot

    II. Director Nominees Snapshot The following two Class 3 directors stand for election at the Annual Meeting. Assuming their election, the Class 3 directors will hold office until the 2029 annual meeting and until their successors have been elected and qualified.

  2. II. Director Nominees Snapshot

    | | Name | Age | Director Since | Other Public Boards | Committee Membership | | | David Fischer | 63 | 2010 | 1 | Executive Compensation Governance | | | Daniel Knutson | 69 | 2018 | 0 | Audit, Chair Compensation |

  3. IV. Executive Compensation

    | What We DO | What We DON’T DO | | Target total direct compensation for our NEOs around relevant market data, while also considering tenure, experience, and other factors. | Allow hedging or pledging of Company securities for any employee (including our NEOs) or director. | | Pay for performance and, accordingly, a significant portion of each NEO’s total compensation opportunity is “at risk” and dependent upon achievement of specific corporate and individual performance goals, resulting in lesser emphasis on fixed base salary. | Encourage unnecessary or excessive risk-taking as a result of our compensation policies and practices. | | Base our short-term incentive plan on explicit and quantifiable corporate and business segment financial performance metrics that are set at the beginning of each year. | Have employment agreements with any of our NEOs other than as described in the section of this Proxy Statement titled “Executive Compensation.” | | Complement our annual compensation to each NEO with time-based and performance-based multi-year vesting schedules and performance cycles for equity incentive awards. | Provide a defined benefit pension plan for our NEOs. | | Have annual base salary adjustments that are based, primarily, on prior-year individual performance. | Provide for “gross ups” for excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of Internal Revenue Code of 1986, as amended (the “Code”). | | Adopted an Incentive-Based Compensation Recovery Policy, or clawback policy, pursuant to which the Company can seek reimbursement of either cash or equity-based incentive compensation in the event of a financial restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. | Provide for single-trigger vesting acceleration upon a change in control under the Company’s Executive Severance Policy. | | Maintain a Compensation Committee, which is comprised solely of independent directors. | Allow: (i) any repricing of options and Stock Appreciation Rights (“SARs”) without shareholder approval or (ii) for the unlimited transferability of awards. | | Have stock ownership guidelines for our directors and executive officers. | | | Subject awards under the Amended 2017 Plan to minimum vesting periods and maximum annual per-person limits. | | | Double-trigger vesting acceleration upon a change in control under the Company’s Executive Severance Policy. | | | Ensure that a significant portion of our non-employee director compensation consists of long-term equity awards. | | | Consult with outside experts to determine the overall competitiveness of the Company’s executive compensation program. | |

  4. Directors Standing for Re-Election

    Directors Standing for Re-Election

  5. NOMINEES’ BIOGRAPHICAL INFORMATION

    NOMINEES’ BIOGRAPHICAL INFORMATION

  6. NOMINEES’ BIOGRAPHICAL INFORMATION

    | David Fischer Class 3 Director (Term expires 2026) Age: 63 Independent Director since 2010 | Professional Highlights | | | • Retired director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of industrial packing systems from November 2011 to October 2015. President and Chief Operating Officer of Greif from 2007 to 2011, and from 2004 to 2007, Senior Vice President and Divisional President, Industrial Packaging & Services - Americas. | | | • A co-founder and chairman of the board of directors of 10x Engineered Materials, a manufacturer of high-tech abrasives for industrial applications. | | | Committee Assignments | | | • Executive | | | • Compensation | | | • Governance | | | Other Current Public Company Directorships | | | • Ingredion Incorporated (NYSE) | | | Board Qualifications | | | Mr. Fischer’s management and leadership skills, developed over years of responsibility for complex, global manufacturing operations, and his intimate knowledge of mergers and acquisitions, position him as a critical component of our Board as we look to grow both organically and by acquisition. |

  7. NOMINEES’ BIOGRAPHICAL INFORMATION

    | Daniel Knutson Class 3 Director (Term expires 2026) Age: 69 Independent Director since 2018 | Professional Highlights | | | • Mr. Knutson served as the Executive Vice President for Special Projects at Land O’Lakes, Inc., an agribusiness and food co-operative, until his retirement at the end of 2017. | | | • From 2000 to 2017, Mr. Knutson served as Executive Vice President and Chief Financial Officer at Land O’Lakes, where he oversaw corporate finance, accounting, treasury, audit, information technology and strategy and played key roles in many of Land O’Lakes’ transactions. In addition, he was responsible for Land O’Lakes’ investment in Moark LLC. | | | Committee Assignments | | | • Audit, Chair | | | • Compensation | | | Other Current Public Company Directorships | | | • None | | | Board Qualifications | | | Our Company’s financial compliance programs and policies benefit from Mr. Knutson’s input and skilled guidance. Mr. Knutson’s animal feed and human food industry experience, combined with his financial and international business management experience, makes him a valuable member of our Board. Mr. Knutson has served as Chair of our Audit Committee since June 2018. |

  8. NOMINEES’ BIOGRAPHICAL INFORMATION

    UPON RECOMMENDATION BY THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE, THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

  9. CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

    CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

  10. CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

    | Kathleen Fish Class 2 Director (Term expires 2027) Age: 68 Independent Director since 2022 | Professional Highlights | | | • Prior to her retirement, Ms. Fish was Chief Research, Development and Innovation Officer for The Procter & Gamble Company (“P&G”) (NYSE) from 2017 to 2020. | | | • Chief Technology Officer, P&G from 2014 to 2017. | | | Committee Assignments | | | • Executive | | | • Compensation | | | • Governance, Chair | | | Other Current Public Company Directorships | | | • Origin Materials, Inc. (Nasdaq) | | | Board Qualifications | | | Ms. Fish’s executive leadership skills along with her expertise in the field of innovation, research, and new product development, including in highly regulated industries and direct to consumer markets provide valuable insights to the Board in driving growth and overseeing governance and risk. Ms. Fish has served as Chair of our Governance Committee since February 2023. |

  11. CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

    | Theodore Harris Class 1 Director, Chairman of the Board (Term expires 2028) Age: 61 Director since 2015, Chairman since 2017 | Professional Highlights | | | • Director, Chief Executive Officer and President of Balchem Corporation since April 2015, and Chairman of the Board of Directors since January 2017. | | | • Prior to joining the Company, Mr. Harris was employed by Ashland Global Holdings Inc. (formerly Ashland Inc.) (NYSE), a specialty chemical company. During his tenure at Ashland, he held a number of management positions and ultimately held the position of Senior Vice President/Ashland, President, Performance Materials, from November of 2014 to April 2015. | | | Other Current Public Company Directorships | | | • Pentair plc (NYSE) | | | Board Qualifications | | | Mr. Harris has led the Company since April 2015, effectively using his extensive knowledge and deep understanding of the Company’s global business, operations, people and strategic priorities to lead the Company in achieving its vision of “making the world a healthier place.” Mr. Harris’ broad managerial, international, operational and sales experience, as well as his proven track record of developing and implementing strategies for delivering sustainable, profitable growth, make him a valuable member and Chairman of our Board. |

  12. CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

    | Olivier Rigaud Class 2 Director (Term expires 2027) Age: 61 Independent Director since 2023 | Professional Highlights | | | • Mr. Rigaud has been Chief Executive Officer and Chair of the Board of Management for Corbion N.V., a global food and biochemicals company based in the Netherlands, since August 2019. He also serves as a member of the Executive Committee at Corbion N.V. | | | • Chief Executive Officer of Naturex, a global specialty ingredients company for the food & beverage, nutrition & health, and personal care industries. Prior to joining Corbion N.V., Mr. Rigaud successfully finalized the sale of Naturex to Givaudan. | | | Committee Assignments | | | • Audit | | | • Governance | | | Other Current Public Company Directorships | | | • Corbion N.V. (Euronext Amsterdam) | | | Board Qualifications | | | Mr. Rigaud brings over thirty years of relevant industry expertise and strong global business acumen, including extensive M&A and strategic experience, to our Board. He is also well-versed on sustainability and corporate social responsibility matters. As CEO at Corbion N.V., he leads an organization of 2,500 employees, 16 industrial sites, and 6 R&D and Innovation centers. Mr. Rigaud is a French national working out of the Netherlands, and brings unique and diverse international perspective, relevant CEO experience, and insights to our Board. |

  13. CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

    | Monica Vicente Class 1 Director (Term expires 2028) Age: 60 Independent Director since 2023 | Professional Highlights | | | • Senior Vice President and Chief Financial Officer of Fresh Del Monte Produce Inc., a global agricultural company, since April 2022. | | | • Prior to that, she served as Vice President, Corporate Finance at Fresh Del Monte for 19 years. | | | Committee Assignments | | | • Audit | | | • Governance | | | Other Current Public Company Directorships | | | • None | | | Board Qualifications | | | Ms. Vicente’s experience as a current CFO for a global public company brings substantial financial expertise to our Board. She has extensive financial expertise across global and regional finance, financial planning and analysis, investor relations and procurement for a global public company. She has experience in SEC reporting and controlling, tax and treasury as well. Ms. Vicente brings these relevant experiences, strategic business acumen, and relevant food industry expertise to our Board. |

  14. CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

    | Matthew Wineinger Class 1 Director and Lead Director (Term expires 2028) Age: 59 Independent Director since 2015 | Professional Highlights | | | • Mr. Wineinger served as the President and Chief Executive Officer of United Sugars Producers and Refiners Cooperative (formerly, United Sugars Corporation until October 2023), a privately held, leading marketer of sugar from June 2015 till August 2025. | | | • President, Bulk Ingredients of Tate & Lyle PLC (LSE) from June 2010 to November 2014 and prior to that, President, Food and Industrial Ingredients from March 2008 to June 2010. | | | Committee Assignments | | | • Executive, Chair | | | • Audit | | | • Compensation, Chair | | | Other Current Public Company Directorships | | | • None | | | Board Qualifications | | | Mr. Wineinger’s over thirty years of extensive global, operational and strategic industry experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board, particularly as the Company focuses on development and supply of products to human nutrition markets. Mr. Wineinger has served as Lead Director and Chair of our Compensation Committee and Executive Committee since February 2023. |

  15. General

    | ○ | Are intended to align the interests of directors and management with the long-term interests of Balchem’s shareholders. |

  16. Compensation Committee

    | (3) recommend to the Board for approval the compensation of directors; |

  17. Compensation Committee

    | (4) administer the Company’s equity compensation plans; and |

  18. Compensation Committee

    The Compensation Committee solicits input from our CEO with respect to the performance of our executive officers and their compensation levels no less frequently than annually, usually in the first quarter. The members of our Compensation Committee have extensive and varied experience with various public and private corporations - as investors and shareholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual. In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. In setting 2025 director and executive compensation, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as their independent executive compensation advisory firm to provide survey data and advice on market trends on director and executive compensation. Each year, the Compensation Committee evaluates the independence and quality of the services provided by its independent compensation consultant. The Compensation Committee considered the independence of Pearl Meyer under applicable SEC rules and regulations and Nasdaq listing standards. Based on its review, the Compensation Committee determined that Pearl Meyer was independent and that there were no conflicts of interest with respect to Pearl Meyer’s work for the committee. In early 2026, the Compensation Committee reviewed with senior management its recommendations and basis for Company performance goals for payouts of 2026 annual incentive awards and long-term compensation awards. Following this discussion, the Compensation Committee set the 2026 Company performance goals for annual incentive awards and long-term compensation awards and also approved the long-term compensation awards. For information regarding the Compensation Committee’s role, absence of conflicts and fees, among other matters, see “Compensation Discussion and Analysis.”

  19. Board Chair

    Board Chair The Board believes that establishing the right leadership structure is key to ensuring appropriate oversight of management and creating a strategic, forward-looking Board. The right leadership structure will vary depending on the needs of the Company and the Board’s assessment of the CEO. In evaluating its leadership structure, the Board considers a number of factors, including the CEO’s experience and leadership, the Board and Committee processes and procedures, shareholder feedback and best practices. Balchem’s Governance Committee continuously reviews the functioning of the Board and leadership structure and makes recommendations to the Board regarding the CEO, Chairman of the Board (the “Chair”) and Lead Director.

  20. Board Chair

    | • | Our Corporate Governance Guidelines do not require the Chair to be an independent director and do not require separation of the Chairman and CEO positions. However, per our Corporate Governance Guidelines, the Board appoints a Lead Director who functions to reinforce the independence of the Board of Directors, and is appointed from the independent directors. |

  21. Board Chair

    | • | The Board and the Governance Committee regularly consider the appropriate leadership structure for the Company and have concluded that the Company and its shareholders are best served by the Board and the Governance Committee retaining discretion to determine whether the same individual should serve as both CEO and Chair. |

  22. Board Chair

    | • | The Board and the Governance Committee believe it is important to retain the flexibility to make this determination based on what it believes will provide the best leadership structure for the Company at any given time. |

  23. Board Chair

    Mr. Harris, our CEO and President, has been the Chair since January 1, 2017. The Board and the Governance Committee currently believe the Company and its shareholders are best served by having Mr. Harris serve in both positions. The Board and the Governance Committee believe several factors support this decision. These include:

  24. Board Chair

    | • | The combined Chair and CEO structure promotes decisive leadership, ensures clear accountability and enhances our ability to communicate with a single and consistent voice to shareholders, employees and other stakeholders. |

  25. Board Chair

    | • | Mr. Harris has an extensive understanding and grasp of our business and operations, competitive pressures and the challenges the Company faces in the current environment, and has demonstrated leadership and management skills, and is best situated to lead and focus discussions on those critical matters affecting the Company, which increases the effectiveness of Board meetings. |

  26. Board Chair

    | • | Finally, the combination of the Chair and the CEO position succeeds because of the engaged, knowledgeable involvement of our Board in combination with our culture of open communication with the CEO and senior management, enabling the CEO to be an effective conduit between management and the Board. |

  27. Director Compensation

    Director Compensation The Compensation Committee periodically reviews, in consultation with their independent executive compensation advisory firm, to ensure alignment of Non-Executive Director compensation with current market and peer group practices. For 2025, the non-equity components of the non-executive director compensation amounts are as follows:

  28. Director Compensation

    | (1) Annual Cash Retainer for each non-executive director –$75,000; |

  29. Director Compensation

    | (2) Annual Fee for Lead Director –$25,000; |

  30. Director Compensation

    | (3) Annual Fee for Audit Committee Chair –$20,000; |

  31. Director Compensation

    | (4) Annual Fee for Compensation Committee Chair –$15,000; and |

  32. Director Compensation

    | (5) Annual Fee for the Governance Committee Chair –$15,000. |

  33. Director Compensation

    Directors also received equity awards composed of Time-Based Restricted Shares as more fully discussed in the table below. Starting in 2025, Directors do not receive any Stock Options. The following table sets forth the fees, equity awards, and other compensation earned, paid, or awarded to each of the Company’s Non-Executive Directors for the fiscal year ended December 31, 2025.

  34. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | David Fischer | $75,000 | $155,996 | $0 | $230,996 | | Kathleen Fish | $90,000 | $155,996 | $0 | $245,996 | | Daniel Knutson | $95,000 | $155,996 | $0 | $250,996 | | Olivier Rigaud | $75,000 | $155,996 | $0 | $230,996 | | Monica Vicente | $75,000 | $155,996 | $0 | $230,996 | | Matthew Wineinger | $115,000 | $155,996 | $0 | $270,996 |

  35. Director Compensation

    | (1) On February 12, 2025, each Non-Executive Director, was granted 980 Time-Based Restricted Shares. The Time-Based Restricted Shares vest in full after one year. The grant date fair value per share of each share of restricted stock was $159.18. |

  36. Director Compensation

    The following table shows the aggregate number of Stock Options and Stock Awards outstanding for each outside director as of December 31, 2025:

  37. Director Compensation

    | Name | Aggregate Stock Options Outstanding as of 12/31/2025 | Aggregate Unvested Stock Awards as of 12/31/2025 | | David Fischer | 11,307 | 2,050 | | Kathleen Fish | 5,267 | 2,050 | | Daniel Knutson | 17,307 | 2,050 | | Olivier Rigaud | 1,730 | 1,520 | | Monica Vicente | 1,730 | 1,520 | | Matthew Wineinger | 17,307 | 2,050 |

  38. Director Compensation

    Under the Restricted Stock grant agreements for grants made in 2025, Time-Based Restricted Shares vest in full one year from grant, provided the director has remained a director of the Company through such vesting date. The restricted shares will also vest in full upon the director’s death. In the event of the director’s disability, the number of Time-Based Restricted Shares that vest equals the product of:

  39. Director Compensation

    | (A) 1/12 of the total number of Time-Based Restricted Shares subject to the applicable grant; and |

  40. Director Compensation

    | (B) the number of full months that the director has served on the Board from the date of the grant to the date of the director’s disability; and all Time-Based Restricted Shares not so vested shall be immediately forfeited. |

  41. Director Compensation

    In the event a director ceases to be a member of the Board other than by reason of death or disability or change in control, restricted shares are forfeited. The treatment of Time-Based Restricted Shares in the event of a change in controls (as defined under the Amended 2017 Plan) will be governed by the terms of such plan. If a director voluntarily retires:

  42. Director Compensation

    | (1) in accordance with the Company’s Director Retiree Program and the combination of the Director’s age and years of service as a member of the Board is equal to or greater than 75; or |

  43. Director Compensation

    | (2) prior to the conclusion of his or her term in which he or she reaches the age of 70 and the combination of the Director’s age and years of service as a member of the Board is equal to or greater than 75 and he/she has given the Company one (1) year’s prior written notice to the Company of his/her intention to retire; |

  44. Director Compensation

    then, notwithstanding anything to the contrary in the Amended 2017 Plan:

  45. Director Compensation

    | (A) all Stock Options shall continue to vest and become exercisable in accordance with their original vesting schedule; and |

  46. Director Compensation

    | (B) All Time-Based Restricted Shares (including those granted within one year of the Director’s retirement) shall continue to vest in accordance with their original vesting schedule. |

  47. Director Compensation

    The Company does not pay any other direct or indirect compensation to directors. The Company has a Stock Ownership Policy that applies to directors. See “Stock Ownership Requirements; Trading Limitations” on page 43 of this Proxy Statement. This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. This CD&A focuses on the compensation of our NEOs for fiscal year 2025.

  48. Fiscal Year 2025 Compensation Highlights

    | • | Base Salary: All NEOs received (merit or market-based) increases to better align them with market competitive pay levels and recognize strong individual and Company performance. |

  49. Fiscal Year 2025 Compensation Highlights

    | • | Cash-Based Incentive Compensation Plan: 2025 Incentive Compensation Plan (“ICP”) payout was earned at 176.78% of target based on achievement of adjusted EBITDA, revenue and free cash flow goals. |

  50. Fiscal Year 2025 Compensation Highlights

    | • | Long-Term Incentive Program: 2025 target equity value was delivered 50% in performance shares, 25% in stock options and 25% in restricted shares. Performance shares for the 2025-27 period will be earned based on achievement of EBITDA goals. Relative TSR will also be a factor and applied as a +/- 25% modifier to EBITDA performance. Stock Options have a ten-year term and vest 20% after Year 1, 40% after Year 2 and 40% after Year 3. Restricted shares vest over a 3 year period (25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date). |

  51. Fiscal Year 2025 Compensation Highlights

    | • | 2023-25 Performance Share Payout: The performance shares granted in 2023 were earned at 155.6% of target based on 3-year EBITDA and relative TSR performance. |

  52. Compensation Objectives and Philosophy

    Compensation Objectives and Philosophy At Balchem, we strive to attract and retain key executives who will consistently deliver short- and long-term value to our shareholders through the realization of our specific business objectives. These include consistent, sustained growth in earnings, cash flow and return on investments. We seek to offer competitive salaries, cash incentives, equity awards and benefit plans consistent with peer entities, while also considering the Company’s financial performance. Rewarding key employees who contribute to the continued success of the Company through cash compensation and equity participation are key elements of the Company’s compensation policy. The Company’s executive compensation policy is designed to establish a direct link between executive compensation and the performance of the Company by rewarding individual results and the achievement of annual corporate goals through salary and cash bonus awards, and to provide equity awards to incentivize executives to generate enhanced shareholder value. Consistent with this philosophy, the Compensation Committee favors a “pay for performance” approach. As a result, our compensation program contains a mix of stable and at-risk compensation components, where a significant percentage of executive compensation is variable and tied to corporate performance.

  53. What We Do and Don’t Do

    | What We DO | What We DON’T DO | | Target total direct compensation for our NEOs around relevant market data, while also considering tenure, experience, and other factors. | Allow hedging or pledging of Company securities for any employee (including our NEOs) or director. | | Pay for performance and, accordingly, a significant portion of each NEO’s total compensation opportunity is “at risk” and dependent upon achievement of specific corporate and individual performance goals, resulting in lesser emphasis on fixed base salary. | Encourage unnecessary or excessive risk-taking as a result of our compensation policies and practices. | | Base our short-term incentive plan on explicit and quantifiable Corporate and business segment financial performance metrics that are set at the beginning of each year. | Have employment agreements with any of our NEOs other than as described in the section of this Proxy Statement titled “Executive Compensation.” | | Complement our annual compensation to each NEO with time-based and performance-based multi-year vesting schedules and performance cycles for equity incentive awards. | Provide a defined benefit pension plan for our NEOs. | | Have annual base salary adjustments that are based, primarily, on prior-year individual performance. | Provide for “gross ups” for excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of Internal Revenue Code of 1986, as amended (the “Code”). | | Adopted an Incentive-Based Compensation Recovery Policy, or clawback policy, pursuant to which the Company can seek reimbursement of either cash or equity-based incentive compensation in the event of a financial restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. | Provide for single-trigger vesting acceleration upon a change in control under the Company’s Executive Severance Policy. | | Maintain a Compensation Committee, which is comprised solely of independent directors. | Allow: (i) any repricing of options and Stock Appreciation Rights (“SARs”) without shareholder approval or (ii) for the unlimited transferability of awards. | | Have stock ownership guidelines for our directors and executive officers. | | | Subject awards under the Amended 2017 Plan to minimum vesting periods and maximum annual per-person limits. | | | Double-trigger vesting acceleration upon a change in control under the Company’s Executive Severance Policy. | | | Ensure that a significant portion of our non-employee director compensation consists of long-term equity awards. | | | Consult with outside experts to determine the overall competitiveness of the Company’s executive compensation program. | |

  54. Awards Under Incentive Plan

    Awards Under Incentive Plan In addition, and driven in part by our efforts to maintain best practices in executive compensation, the following features are included in the Amended and Restated Balchem Corporation 2017 Omnibus Incentive Plan (the “Amended 2017 Plan”):

  55. Awards Under Incentive Plan

    | • | Limitation on Shares: The maximum number of shares which may be issued under the Amended 2017 Plan is 2,400,000 shares; |

  56. Awards Under Incentive Plan

    | • | No Repricing of Stock Options or SARs: No repricing (or amendments or replacements related to a repricing) of outstanding Stock Options/SARs is allowed without shareholder approval; |

  57. Awards Under Incentive Plan

    | • | No Discounted Awards: The exercise price per share of stock under a Stock Option or SAR award must be not less than the fair market value of our Common Stock on the date of grant; |

  58. Awards Under Incentive Plan

    | • | Minimum Vesting: Except for 5% of the shares authorized for grant under the Amended 2017 Plan and other limited exceptions, awards (other than cash performance awards) are generally subject to a minimum vesting period of one year; |

  59. Awards Under Incentive Plan

    | • | Dividends or Dividend Equivalents: Dividends or dividend equivalents otherwise payable on an unvested award will accrue and be paid only when the vesting conditions applicable to the underlying award have been satisfied; |

  60. Awards Under Incentive Plan

    | • | No Liberal Share Recycling: Recycling of shares used to satisfy the exercise price or taxes for any awards is prohibited; |

  61. Awards Under Incentive Plan

    | • | No Liberal Change in Control: The consummation of a merger or similar transaction and a minimum acquisition of 50% of the outstanding shares is required before a change-in-control occurs; |

  62. Awards Under Incentive Plan

    | • | No Automatic “Single-Trigger” Vesting on Change in Control: There is no automatic acceleration of any outstanding awards upon the occurrence of a change in control; |

  63. Awards Under Incentive Plan

    | • | Limitations on Awards to Non-Employee Directors: In the case of awards to non-employee directors, the maximum amount or value that may be granted in any calendar year (inclusive of cash compensation) may not exceed $800,000; and |

  64. Awards Under Incentive Plan

    | • | Compensation Recovery: In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws, the Compensation Committee would have the discretion to require reimbursement or forfeiture of certain excess performance-based awards received by certain executive officers of the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement. |

  65. Compensation Committee Methodology

    | • | The CEO completes an annual performance assessment for each of the other NEOs, which is reviewed and considered by the Compensation Committee. |

  66. Compensation Committee Methodology

    | • | The Compensation Committee conducts an annual performance appraisal of the CEO using evaluation information solicited from each independent Board member and recommends to the Board the annual compensation package for the CEO. |

  67. Compensation Consultants

    Compensation Consultants The Compensation Committee has authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input concerning compensation matters, and to delegate any of its responsibilities to one or more directors or members of management, where it deems such delegation appropriate and permitted under applicable law. To better understand the compensation practices of similar companies, the Compensation Committee from time to time, reviews data gathered from a custom peer group. In late 2023, the Compensation Committee, upon close consultation with Pearl Meyer, completed a review and update of Balchem’s peer group. Peer group information serves as the primary reference point for the Compensation Committee with Pearl Meyer’s market survey data used as a secondary reference. The peer group was refreshed in December 2023 and was used for benchmarking purposes in 2025.

  68. 2025 Peer Group Companies

    2025 Peer Group Companies The following companies comprised our peer group for 2025:

  69. 2025 Peer Group Companies

    | Ashland Global Corp. | Hain Celestial Group | MGP Ingredients | | Avient Corp. | H.B. Fuller Co. | Minerals Technologies | | Azek Company | Hexcel | Quaker Chemical Corp. | | Cabot Corp. | Ingevity Corp. | Sensient Technologies | | Celsius Holdings | Innospec Inc. | Stepan Co. | | CSW Industrials | J&J Snack Foods Corp. | The Simply Good Foods Co. | | Element Solutions | Lancaster Colony Corp. | Treehouse Foods | | FMC Corp. | | |

  70. 2025 Peer Group Companies

    This peer group was developed based on comparability to the Company in terms of industry and size (revenue and market capitalization). In December 2023, based upon a peer group review and recommendations from Pearl Meyer, the Compensation Committee approved the current peer group. The changes were made to enhance the alignment of the peer group with the current size of Balchem and the markets that we serve.

  71. Benchmarks

    Benchmarks While compensation survey data and benchmarking are useful guides for comparative purposes, we believe that a successful compensation program also requires the application of judgment and subjective determinations, particularly with respect to individual performance. Accordingly, our Compensation Committee applies its judgment to adjust and align each individual element of our compensation program with the broader objectives of the program. For example, we consider other factors, including, but not limited to, the Company’s historical compensation trends; recommendations of the CEO; the performance of the Company, its operating units and their respective executives; market factors such as the health of the economy and of the industries served by the Company; the availability of executive talent; executives’ length of service; and internal assessments and recommendations regarding particular executives.

  72. Base Salary

    Base Salary Base salary is the fixed component of pay based on each NEO’s job responsibilities, performance and competitive benchmark data. Annual incentive cash bonuses and long-term compensation also are based on a percentage of base salary. To ensure we attract and retain the leadership talent required to successfully lead the Company, NEO base salaries are targeted to be competitive with base salary compensation paid to peer group NEOs and other relevant external benchmarks derived from established market survey information. In establishing NEO base salaries, the Compensation Committee also considers:

  73. 2025 ICP Discussion

    | Metric | 2025 Result | Actual vs. Target | Payout Percentage | | Adjusted EBITDA | $274.9 million | 104.8% | 161.3% | | Revenue | 1,037.2 million | 103.7% | 200% | | Free Cash Flow | $173.6 million | 112.1% | 200% |

  74. Equity Based Compensation – Long-Term Incentive Program (“LTIP”)

    Equity Based Compensation – Long-Term Incentive Program (“LTIP”) Our NEOs have significant responsibility for the management, growth and long-term success of the Company. Consequently, the Compensation Committee believes that a significant portion of their compensation be a variable, at-risk equity component that is aligned with the creation over time of value for shareholders and stakeholders while supporting critical retention and key leadership development efforts.

  75. LTIP Awards

    LTIP Awards The Compensation Committee establishes each NEO’s annual incentive target value expressed as the dollar value of the LTIP award. The 2025 incentive target value for each NEO is shown below:

  76. LTIP Awards

    | NEO | 2025 Long-Term Incentive Target Value | | Ted Harris | $4,200,000 | | C. Martin Bengtsson | $1,500,000 | | Frederic Boned | $1,000,000 | | Hatsuki Miyata | $1,167,000 | | M. Brent Tignor | $817,000 |

  77. LTIP Awards

    The Target Equity Value is then converted into equity awards based upon the fair value on the date LTIP awards are granted, usually in February of each calendar year, as computed in accordance with FASB Accounting Standards Codification 718. Although the Compensation Committee approves the LTIP equity in this time frame, it also reviews competitive market data for NEOs from time to time. The Compensation Committee may grant LTIP awards at other times during the year because of new appointments, promotions or other special circumstances. Our Compensation Committee does not time the grants of incentive awards around our release of undisclosed material information. The Compensation Committee may in its discretion adjust individual grants based upon individual performance. The Target Equity Value is granted through a mix of stock options (“Stock Options”), time-based restricted shares (“Time-Based Restricted Shares”) and Performance Shares (as defined below) as follows:

  78. LTIP Awards

    | • | 25% of the 2025 Target Equity Value is awarded as Stock Options with an exercise price equal to the fair market value of our Common Stock on the date of grant. Stock Options have a ten-year term and vest 20% after Year 1, 40% after Year 2 and 40% after Year 3. |

  79. LTIP Awards

    | • | 25% of the 2025 Target Equity Value is awarded as Time-Based Restricted Shares which are granted at the fair market value of our Common Stock on the date of grant and vest over a 3 year period (25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date. |

  80. LTIP Awards

    | • | 50% of the 2025 Target Equity Value is awarded as EBITDA performance shares (“EBITDA Performance Shares”). The number of EBITDA Performance Shares that will vest (or not vest) is based upon the attainment of a pre-determined Company EBITDA performance target over the three (3) fiscal years beginning with the fiscal year in which the grant was made (“Performance Period”). The EBITDA Performance Shares will vest (or not vest) at the end of the Performance Period. A TSR modifier of +/- 25% will be applied to EBITDA payout achieved. |

  81. LTIP Awards

    The 2025-2027 Performance Period will conclude at the end of fiscal 2027 and the awards will pay out, to the extent earned, in shares of common stock in February 2028.

  82. 2023 Performance Share Payout Discussion

    2023 Performance Share Payout Discussion On February 11, 2026, the Compensation Committee, following its review of the Company’s EBITDA and TSR performance from the 2023-2025 Performance Period, approved the following payout for the 2023 Performance Share grant:

  83. 2023 Performance Share Payout Discussion

    | 2023 PSU GRANTS EBITDA (50% Weight) | | | | | | | | 2022 FY EBITDA | 2025 FY EBITDA | Actual EBITDA Growth (2023-2025) | Threshold EBITDA Growth (50% of Target Payout) | Target EBITDA Growth (100% of Target Payout) | Maximum EBITDA Growth (200% of Target Payout) | EBITDA Payout as a % of Target | | $196.7 | $254.7 | 29.5% | 10.0% | 24.2% | 31.5% | 172.6% |

  84. 2023 Performance Share Payout Discussion

    | 2023 PSU GRANTS - Relative TSR (50% Weight) | | | | | | | Balchem TSR | Russell 2000 25th %'ile (50% of Target Payout) | Russell 2000 50th %'ile (100% of Target Payout) | Russell 2000 75th %'ile (200% of Target Payout) | Balchem %'ile Rank | TSR Payout % of Target | | 18.3% | -46.8% | 3.0% | 61.7% | 58.9 | 135.6% |

  85. 2023 Performance Share Payout Discussion

    In aggregate, the 2023-2025 Performance Shares (PSUs) vested in 155.6% of the target units originally granted.

  86. Clawback Policy

    | (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; |

  87. Clawback Policy

    | (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; |

  88. Clawback Policy

    | (iv) restricted stock, stock options and performance share units that are granted or vest solely or in part on satisfying a financial reporting measure performance goal; and |

  89. Clawback Policy

    | (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part on satisfying a financial reporting measure performance goal. |

  90. Employment Agreements

    Employment Agreements The Company has employment agreements with Mr. Harris and has entered into the Bengtsson Offer Letter, which are described below under the section of this Proxy Statement titled “Potential Post-Employment Payments.” Other than such agreements, there are no agreements or understandings between the Company and any NEO that guarantee continued employment or any level of compensation, including incentive or bonus payments, except as described under the section of this Proxy Statement titled “Executive Severance Policy.”The Company does not have a written policy regarding employment agreements. There is no provision in foregoing agreements or in any employment or other arrangement with any other executive officer whereby any tax gross-up payment to cover any excise taxes on excess parachute payments will be made.

  91. Executive Severance Policy

    Executive Severance Policy On February 12, 2025, the Compensation Committee approved the adoption of the Balchem Corporation Executive Severance Policy (the “Executive Severance Policy”). Eligible participants in this Policy (“Participants”) are those employees who are designated by the Board as executive officers for purposes of the Securities Exchange Act of 1934, as amended. All NEOs participate in the Executive Severance Policy. Pursuant to the Executive Severance Policy, in the event the Company or its subsidiaries terminates the employment of a Participant without Cause outside of a Change in Control Period (such terms as defined in the Executive Severance Policy) and such Participant has been employed by the Company for at least one year prior to such termination, then (1) such Participant is entitled to receive cash severance in an amount equal to the sum of a specified multiple of such Participant’s base salary plus a specified multiple of such Participant’s target annual bonus opportunity and Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage at the Company’s expense for the length of the severance period set forth in the Executive Severance Policy (or if earlier, the date such participant becomes eligible for group health insurance coverage through a new employer); and (2) such Participant’s outstanding equity awards will be treated in accordance with the relevant equity award agreement. Notwithstanding the foregoing, the Compensation Committee, in its discretion and in lieu of all or a portion of the cash payable under (1) above, can accelerate the vesting of all or a portion of such Participant’s outstanding equity awards, provided that the aggregate fair market value of such accelerated equity awards is at least equal to the aggregate amount of such cash payable, pursuant to the terms of the Executive Severance Policy. Further, subject to the terms and conditions of the Executive Severance Policy, in the event a Participant incurs an Involuntary Termination within a Change in Control Period (such terms as defined in the Executive Severance Policy), then (1) such Participant is entitled to receive cash severance in an amount equal to the sum of a specified multiple of such Participant’s base salary plus a specified multiple of such Participant’s target annual bonus opportunity and COBRA coverage at the Company’s expense for the length of the severance period set forth in the Executive Severance Policy (or if earlier, the date such participant becomes eligible for group health insurance coverage through a new employer); and (2) the vesting of such Participant’s time-based equity awards will immediately accelerate in full, and the vesting of all outstanding performance-based equity award immediately accelerate in full, with performance deemed achieved at target levels. “Cause” has the meaning set forth in the Amended 2017 Plan which means, with respect to a particular Participant, a termination of employment or service due to (i) any willful and continued failure by the Participant to perform his or her job duties, (ii) any illegal or disreputable conduct which impairs or is injurious to the reputation, goodwill or business of the Company or is seriously injurious to the Company’s stockholders, or involves the misappropriation of funds or property of the Company or any of the customers or vendors thereof or others having business relations with any of them, or (iii) any material violation of the Company’s code of conduct, as in effect from time to time. A termination for “Cause” will include any resignation in anticipation of discharge for “Cause” or accepted by the Company in lieu of a formal discharge for “Cause.” A “Change in Control” means the occurrence of any of the following events: (i) sale or disposition of 30% or more of the assets of the Company to an unrelated person; (ii) the date on which a majority of the Board consist of members other than current directors (which means the directors serving at the time the Executive Severance Policy was adopted and any member of the Board whose nomination or election was approved by a majority of current directors then on the Board); (iii) the acquisition of the beneficial ownership of 30% or more of the total combined voting power of all classes of stock of the Company; (iv) consummation of the merger or consolidation of the Company with another entity where current stockholders would not beneficially own more than 70% of the total combined voting power of all classes of stock of the Company; or (v) stockholder approval of a liquidation or dissolution of the Company. “Involuntary Termination” has the meaning set forth in the Amended 2017 Plan which means a Participant’s termination of employment or service by the Company without Cause or by a Participation for Good Reason. “Good Reason” means, without the Participant’s consent: (i) material diminution in the Participant’s base compensation; (ii) material diminution in the Participant’s authority, duties or responsibilities; or (iii) material change in the geographic location of the Participant’s principal place of employment that increases the distance from the Participant’s place of residence to a place of employment by more than 50 miles, provided, however, that: (a) the Participant must provide notice to the Company of the condition described in (i)-(iii) within 90 days of the initial existence of such condition; (b) the Company must be provided 30 days after receipt of such notice to remedy the condition and fail to do so; and (c) the Participant must terminate his/her relationship within 90 days after the initial existence of the condition.

  92. Payment for Termination without Cause

    | | Annualized Base Salary Multiple | Annualized Target Bonus Multiple | COBRA Premiums* | Severance Period (months) | | Chief Executive Officer | 2 | 2 | Yes | 24 | | Chief Financial Officer | 1 | 1 | Yes | 12 | | Other Participants | 1 | 1 | Yes | 12 |

  93. Payment for Termination without Cause

    | * If the participant elects to continue coverage through COBRA, the Company will pay COBRA premiums through the Severance Period or, if earlier, the date such participant becomes eligible for group health insurance coverage through a new employer. |

  94. Payment for Involuntary Termination without Cause within a Change in Control Period

    Payment for Involuntary Termination without Cause within a Change in Control Period

  95. Payment for Involuntary Termination without Cause within a Change in Control Period

    | | Annualized Base Salary Multiple | Annualized Target Bonus Multiple | COBRA Premiums* | Severance Period (months) | | Chief Executive Officer | 3 | 3 | Yes | 36 | | Chief Financial Officer | 2 | 2 | Yes | 24 | | Other Participants | 2 | 2 | Yes | 24 |

  96. Payment for Involuntary Termination without Cause within a Change in Control Period

    | * If the participant elects to continue coverage through COBRA, the Company will pay COBRA premiums through the Severance Period or, if earlier, the date such participant becomes eligible for group health insurance coverage through a new employer. |

  97. Risk Considerations in Our Compensation Program

    | — | The variable portions of compensation (cash bonus and equity) are designed to reward both short- and long-term corporate performance. |

  98. Risk Considerations in Our Compensation Program

    | ○ | For short-term performance, our cash bonus is awarded based primarily on corporate and business segment performance goals or targets. |

  99. Risk Considerations in Our Compensation Program

    | ○ | For long-term performance, our Stock Options generally vest ratably over three years and are only valuable if our stock price increases over time. Our Time-Based Restricted Share grants and Performance Share grants generally cliff vest in three years. |

  100. Risk Considerations in Our Compensation Program

    | • | The variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results, while the fixed element is also sufficient such that executives are not encouraged to take unnecessary or excessive risks in doing so. |

  101. Risk Considerations in Our Compensation Program

    | • | The use of Adjusted EBITDA as the contingent factor upon which ICP cash incentive depends, encourages our executives to take a balanced approach that focuses on corporate profitability, rather than other measures such as revenue targets, which may create incentives for management to drive sales without regard to cost structure. No payout is made under the ICP program if we are not sufficiently profitable. |

  102. Risk Considerations in Our Compensation Program

    | • | Our ICP and LTIP awards are capped for each participant, which mitigates excessive risk-taking. Even if the Company dramatically exceeds its Adjusted EBITDA target, the awards are limited. Conversely, there is no ICP or LTIP award unless minimum performance levels of applicable goals are achieved. |

  103. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by our NEOs:

  104. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Stock Options (2) | Non-equity Incentive Plan Compensation (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | Ted Harris, Chairman, President and Chief Executive Officer | 2025 | $1,198,269 | $0 | $3,150,886 | $1,050,385 | $2,439,154 | $0 | $56,180 | $7,894,874 | | | 2024 | $1,155,000 | $0 | $2,862,289 | $957,241 | $1,843,753 | $0 | $54,486 | $6,872,769 | | | 2023 | $1,155,000 | $0 | $2,601,958 | $867,121 | $1,219,937 | $0 | $45,691 | $5,889,707 | | C. Martin Bengtsson, Executive Vice President and Chief Financial Officer | 2025 | $614,362 | $0 | $1,126,222 | $376,184 | $818,979 | $0 | $39,150 | $2,974,897 | | | 2024 | $572,149 | $0 | $904,470 | $302,755 | $596,901 | $0 | $32,100 | $2,408,375 | | | 2023 | $527,337 | $0 | $671,295 | $224,961 | $329,433 | $0 | $30,600 | $1,783,626 | | Frederic Boned, Senior Vice President and General Manager, Human Nutrition and Health | 2025 | $542,265 | $0 | $752,927 | $254,047 | $671,452 | $0 | $31,800 | $2,252,491 | | | 2024 | $518,125 | $0 | $593,513 | $200,353 | $537,999 | $0 | $32,100 | $1,882,090 | | | 2023 | $432,765 | $50,000 | $319,662 | $106,345 | $198,832 | $0 | $30,600 | $1,138,204 | | Hatsuki Miyata, Executive Vice President, Chief Legal Officer and Secretary | 2025 | $526,168 | $0 | $877,884 | $293,131 | $655,566 | $0 | $39,616 | $2,392,365 | | | 2024 | $471,136 | $0 | $498,706 | $169,187 | $393,215 | $0 | $32,600 | $1,564,844 | | | 2023 | $435,870 | $0 | $319,662 | $106,345 | $209,399 | $0 | $46,147 | $1,117,423 | | M. Brent Tignor, Senior Vice President and Chief Human Resources Officer(6) | 2025 | $446,683 | $0 | $615,310 | $205,191 | $476,107 | $0 | $37,350 | $1,780,641 |

  105. Summary Compensation Table

    | (1) Reflects the value of cash sign-on bonus. |

  106. Summary Compensation Table

    | (2) The amounts included in the “Stock Awards” and “Stock Options” columns reflect the aggregate grant date fair value as computed in accordance with FASB Accounting Standards Codification 718 adjusted to eliminate service-based forfeiture assumptions used for financial reporting purposes. A discussion of the assumptions used in valuation of Stock Options may be found in “Note 3 – Shareholders’ Equity” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 20, 2026. For the fiscal years ended December 31, 2023 - 2025, the awards reported in the “Stock Awards” column above consist of Performance Shares and Time-Based Restricted Shares. The grant date fair value of the Performance Shares is reflected at target payout based on the probable outcome of the applicable performance conditions. The maximum value for the Performance Shares is as follows: (i) for 2025: Mr. Harris – $4,420,555; Mr. Bengtsson – $1,515,394; Mr. Boned – $1,012,385; Ms. Miyata – $1,181,116; Mr. Tignor – $827,736; (ii) for 2024: Mr. Harris – $3,376,342; Mr. Bengtsson – $1,067,119; Mr. Boned – $699,938; Ms. Miyata – $588,063; Mr. Tignor – $238,094; and (iii) for 2023: Mr. Harris – $3,189,879; Mr. Bengtsson – $823,016; Mr. Boned – $392,176; Ms. Miyata – $392,176; Mr. Tignor – $336,940, with the foregoing being calculated by multiplying the number of shares that would be granted upon achievement of the highest performance conditions by the price on the grant date. |

  107. Summary Compensation Table

    | (3) Reflects the value of cash incentive bonuses earned under the Company’s ICP. |

  108. Summary Compensation Table

    | (4) The Deferred Compensation Plan does not provide above-market or preferential earnings. |

  109. Summary Compensation Table

    | (5) The amounts listed in the “All Other Compensation” column for fiscal 2025 include actual and estimated matching by the Company under the 401(k) Plan, and other perquisites and personal benefits, and details about these amounts are set forth in the table below. |

  110. Summary Compensation Table

    | (6) Mr. Tignor was not an NEO in the fiscal year ended December 31, 2024 or 2023. |

  111. Summary Compensation Table

    | Name | Company 401k Plan Matching | Other Perquisites | Total All Other Compensation | | Ted Harris | $21,000 | $35,180 | $56,180 | | C. Martin Bengtsson | $21,000 | $18,150 | $39,150 | | Frederic Boned | $21,000 | $10,800 | $31,800 | | Hatsuki Miyata | $21,000 | $18,616 | $39,616 | | M. Brent Tignor | $21,000 | $16,350 | $37,350 |

  112. Summary Compensation Table

    For Mr. Harris, the amounts other than 401(k) contributions reflect: (i) an automobile allowance; (ii) the reimbursement of certain expenses related to his use of a financial planner; (iii) amounts associated with the insurance and maintenance of Mr. Harris’ automobile; (iv) the reimbursement of automobile expenses that are related to Company business; and (v) costs associated with an executive physical exam. For Ms. Miyata, the amounts other than 401(k) contributions reflect: (i) an automobile allowance; (ii) matching Company contributions under Balchem’s matching charitable donation program available to all employees and directors up to $2,000 per year; and (iii) costs associated with an executive physical exam. For Mr. Bengtsson and Mr. Tignor, the amounts other than 401(k) contributions reflect (i) an automobile allowance; and (ii) costs associated with an executive physical exam. For Mr. Boned, the amounts other than 401(k) contributions reflect an auto allowance. The below table shows the $ values of each perquisite under the “Other Perquisites”.

  113. Summary Compensation Table

    | Name | Auto Allowance | Executive Physical | Charitable Donation Match | Financial/ Tax Planning Expenses | | Ted Harris | $13,636 | $7,340 | $0 | $14,204 | | C. Martin Bengtsson | $10,800 | $7,350 | $0 | $0 | | Frederic Boned | $10,800 | $0 | $0 | $0 | | Hatsuki Miyata | $10,800 | $7,300 | $516 | $0 | | M. Brent Tignor | $9,000 | $7,350 | $0 | $0 |

  114. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  115. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Grant Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(3) ($/Share) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ted Harris | | ICP | $0 | $1,378,010 | $2,756,019 | | | | | | | | | | 02/12/2025 | Performance Shares | | | | 6,660 | 13,320 | 26,640 | | | | | | | 02/12/2025 | Time-Based Restricted Shares | | | | | | | 6,600 | | | | | | 02/12/2025 | Stock Options | | | | | | | | 21,500 | $159.18 | | | | | | | | | | | | | | | $4,201,270 | | C. Martin Bengtsson | | ICP | $0 | $460,771 | $921,543 | | | | | | | | | | 02/12/2025 | Performance Shares | | | | 2,380 | 4,760 | 9,520 | | | | | | | 02/12/2025 | Time-Based Restricted Shares | | | | | | | 2,360 | | | | | | 02/12/2025 | Stock Options | | | | | | | | 7,700 | $159.18 | | | | | | | | | | | | | | | $1,502,406 | | Frederic Boned | | ICP | $0 | $379,585 | $759,170 | | | | | | | | | | 02/12/2025 | Performance Shares | | | | 1,590 | 3,180 | 6,360 | | | | | | | 02/12/2025 | Time-Based Restricted Shares | | | | | | | 1,580 | | | | | | 02/12/2025 | Stock Options | | | | | | | | 5,200 | $159.18 | | | | | | | | | | | | | | | $1,006,973 | | Hatsuki Miyata | | ICP | $0 | $368,318 | $736,636 | | | | | | | | | | 02/12/2025 | Performance Shares | | | | 1,855 | 3,710 | 7,420 | | | | | | | 02/12/2025 | Time-Based Restricted Share Awards | | | | | | | 1,840 | | | | | | 02/12/2025 | Stock Options | | | | | | | | 6,000 | $159.18 | | | | | | | | | | | | | | | $1,171,015 | | M. Brent Tignor | | ICP | $0 | $268,010 | $536,019 | | | | | | | | | | 02/12/2025 | Performance Shares | | | | 1,300 | 2,600 | 5,200 | | | | | | | 02/12/2025 | Time-Based Restricted Shares | | | | | | | 1,290 | | | | | | 02/12/2025 | Stock Options | | | | | | | | 4,200 | $159.18 | | | | | | | | | | | | | | | $820,502 |

  116. 2025 Grants of Plan-Based Awards

    | (1) The maximum amounts equal 200% of target. Additional information regarding the design of the ICP is included in the Compensation Discussion and Analysis. |

  117. 2025 Grants of Plan-Based Awards

    | (2) The target number of shares shown in the table reflects the number of shares of our Common Stock earned if performance is achieved at target levels. All shares will be awarded net of applicable tax withholding. Dividend equivalents accrue during the performance cycle and will be paid out in shares, net of applicable tax withholding, based on the actual number of shares earned for the performance cycle, if any. |

  118. 2025 Grants of Plan-Based Awards

    | (3) The exercise price equals the closing price of our Common Stock on the grant date except as otherwise indicated. |

  119. 2025 Grants of Plan-Based Awards

    | (4) The amounts represent the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. |

  120. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table shows outstanding Stock Options classified as exercisable and not currently exercisable as of December 31, 2025 for each NEO. The table also discloses the number and value of unvested Time-Based Restricted Shares and Performance Shares as of December 31, 2025.

  121. Outstanding Equity Awards at Fiscal Year End 2025

    | Name | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) (#) | Market Value of Shares or Units of Stock that Have Not Vested(3) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (2) $ | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (3) | | Ted Harris | 2/21/2017 | 25,930 | 0 | 85.40 | 2/21/2027 | | | | | | | 2/15/2018 | 18,800 | 0 | 74.57 | 2/15/2028 | | | | | | | 2/13/2019 | 28,300 | 0 | 84.09 | 2/13/2029 | | | | | | | 2/13/2020 | 24,500 | 0 | 111.94 | 2/13/2030 | | | | | | | 2/11/2021 | 21,900 | 0 | 119.13 | 2/11/2031 | | | | | | | 2/10/2022 | 20,500 | 0 | 138.07 | 2/10/2032 | | | | | | | 9/15/2022 | 32,500 | 0 | 125.71 | 9/15/2032 | | | | | | | 9/15/2022 | 0 | 32,500 | 138.28 | 9/15/2032 | | | | | | | 9/15/2022 | 0 | 32,500 | 144.57 | 9/15/2032 | | | | | | | 9/15/2022 | 0 | 32,500 | 150.85 | 9/15/2032 | | | | | | | 2/8/2023 | 12,720 | 8,480 | 138.09 | 2/8/2033 | 6,280 | $963,101 | 11,550 | $1,771,308 | | | 2/8/2024 | 4,300 | 17,200 | 143.43 | 2/8/2034 | 6,650 | $1,019,844 | 11,770 | $1,805,047 | | | 2/12/2025 | 0 | 21,500 | 159.18 | 2/12/2035 | 6,600 | $1,012,176 | 13,320 | $2,042,755 | | Martin Bengtsson | 2/4/2019 | 15,000 | 0 | 85.33 | 2/4/2029 | | | | | | | 2/13/2019 | 6,000 | 0 | 84.09 | 2/13/2029 | | | | | | | 2/13/2020 | 4,800 | 0 | 111.94 | 2/13/2030 | | | | | | | 2/11/2021 | 5,300 | 0 | 119.13 | 2/11/2031 | | | | | | | 2/10/2022 | 5,000 | 0 | 138.07 | 2/10/2032 | | | | | | | 2/8/2023 | 3,300 | 2,200 | 138.09 | 2/8/2033 | 1,620 | $248,443 | 2,980 | $457,013 | | | 2/8/2024 | 1,360 | 5,440 | 143.43 | 2/8/2034 | 2,100 | $322,056 | 3,720 | $570,499 | | | 2/12/2025 | 0 | 7,700 | 159.18 | 2/12/2035 | 2,360 | $361,930 | 4,760 | $729,994 | | Frederic Boned | 2/8/2023 | 1,560 | 1,040 | 138.09 | 2/8/2033 | 770 | $118,087 | 1,420 | $217,771 | | | 2/8/2024 | 900 | 3,600 | 143.43 | 2/8/2034 | 1,380 | $211,637 | 2,440 | $374,198 | | | 2/12/2025 | 0 | 5,200 | 159.18 | 2/12/2035 | 1,580 | $242,309 | 3,180 | $487,685 | | Hatsuki Miyata | 2/8/2023 | 1,560 | 1,040 | 138.09 | 2/8/2033 | 770 | $118,087 | 1,420 | $217,771 | | | 2/8/2024 | 760 | 3,040 | 143.43 | 2/8/2034 | 1,160 | $177,898 | 2,050 | $314,388 | | | 2/12/2025 | 0 | 6,000 | 159.18 | 2/12/2035 | 1,840 | $282,182 | 3,710 | $568,966 |

  122. Outstanding Equity Awards at Fiscal Year End 2025

    | Name | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) (#) | Market Value of Shares or Units of Stock that Have Not Vested(3) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (2) $ | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (3) | | M. Brent Tignor | 2/21/2017 | 4,200 | 0 | 85.40 | 2/21/2027 | | | | | | | 2/15/2019 | 2,800 | 0 | 74.57 | 2/15/2028 | | | | | | | 2/13/2019 | 3,100 | 0 | 84.09 | 2/13/2029 | | | | | | | 2/13/2020 | 2,800 | 0 | 111.94 | 2/13/2030 | | | | | | | 2/11/2021 | 2,200 | 0 | 119.13 | 2/11/2031 | | | | | | | 2/10/2022 | 2,100 | 0 | 138.07 | 2/10/2032 | | | | | | | 2/8/2023 | 1,380 | 920 | 138.09 | 2/8/2033 | 660 | $101,218 | 1,220 | $187,099 | | | 2/8/2024 | 580 | 2,320 | 143.43 | 2/8/2034 | 900 | $138,024 | 1,590 | $243,842 | | | 2/12/2025 | 0 | 4,200 | 159.18 | 2/12/2035 | 1,290 | $197,834 | 2,600 | $398,736 |

  123. Outstanding Equity Awards at Fiscal Year End 2025

    | (1) Stock Options granted under the Amended 2017, the 2017 Plan, and the 1999 Plan have a term of ten years from the grant date and become exercisable 20% after 1 year, 60% after 2 years and 100% after 3 years, beginning on the first anniversary of the grant date. |

  124. Outstanding Equity Awards at Fiscal Year End 2025

    | (2) Time-Based Restricted Shares vest three years from the date of grant. Performance Shares vest in three years and are reflected at target payout based on the probable outcome of the performance conditions. The following table provides information with respect to the final vesting dates of each outstanding restricted stock award (both Time-Based Restricted Shares and Performance Shares) held by each NEO as of December 31, 2025. |

  125. Outstanding Equity Awards at Fiscal Year End 2025

    | (3) Value is computed based on the closing price of our Common Stock on December 31, 2025, which was $153.36 per share. |

  126. Outstanding Equity Awards at Fiscal Year End 2025

    | Final Vesting Date | Ted Harris | Martin Bengtsson | Frederic Boned | Hatsuki Miyata | M. Brent Tignor | | Jan. 1, 2026 | 11,550 | 2,980 | 1,420 | 1,420 | 1,220 | | Feb. 8, 2026 | 6,280 | 1,620 | 770 | 770 | 660 | | Feb. 12, 2026 | 1,650 | 590 | 395 | 460 | 322 | | Jan. 1, 2027 | 11,770 | 3,720 | 2,440 | 2,050 | 1,590 | | Feb. 8, 2027 | 6,650 | 2,100 | 1,380 | 1,160 | 900 | | Feb. 12, 2027 | 1,650 | 590 | 395 | 460 | 323 | | Jan. 1, 2028 | 13,320 | 4,760 | 3,180 | 3,710 | 2,600 | | Feb. 12, 2028 | 3,300 | 1,180 | 790 | 920 | 645 | | Total | 56,170 | 17,540 | 10,770 | 10,950 | 8,260 |

  127. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth certain information regarding options and stock awards exercised and vested, respectively, by each of our NEOs during the fiscal year ended December 31, 2025.

  128. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ted Harris | 0 | N/A | 28,344(1) | $4,601,615 | | C. Martin Bengtsson | 0 | N/A | 6,882(1) | $1,117,292 | | Frederic Boned | 0 | N/A | 3,000(2) | $460,170 | | Hatsuki Miyata | 0 | N/A | 1,334(3) | $198,526 | | M. Brent Tignor | 0 | N/A | 2,797(1) | $454,090 |

  129. Option Exercises and Stock Vested in 2025

    | (1) Reflects the vesting of (a) Performance Shares granted in 2022 under the Fiscal 2022 – 2024 Performance Share awards including dividend equivalent shares; and (b) Time-based Restricted Shares granted in 2022, subject to a three-year vesting requirement. The Performance Shares were subject to performance goals for the performance period ended December 31, 2024, with the number of TSR Performance Shares vesting representing 154.7% of the target shares and the EBITDA Performance Shares vesting representing 192.4% of the target shares. Awards vested on February 13, 2025. See “LTIP Awards” beginning at Page 41 above). Values realized for Performance Shares earned are based on the closing share prices $163.14 on February 13, 2025, the date the Compensation Committee determined that the performance targets for the performance period ended December 31, 2023 had been met. |

  130. Option Exercises and Stock Vested in 2025

    | (2) Reflects the vesting of Time-based Restricted Shares which cliff vest three years after the grant date (October 31,2022). |

  131. Option Exercises and Stock Vested in 2025

    | (3) Reflects the vesting of Time-based Restricted Shares which vest ratably over three years after the grant date (July 27, 2022), with one third vesting each year beginning in 2023. These Time-Based Restricted Shares were granted in part in recognition of the value in unvested equity and other benefits from Ms. Miyata’s prior employer that she forfeited. |

  132. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation For a description of the Balchem Deferred Compensation Plan, see “Balchem Deferred Compensation Plan” at page 46 above. Information regarding deferred elections under the Deferred Compensation Plan are included in the table below:

  133. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Ted Harris | $0 | $0 | $560,200 | $0 | $5,363,892 | | C. Martin Bengtsson | $0 | $0 | $0 | $0 | $0 | | Frederic Boned | $0 | $0 | $0 | $0 | $0 | | Hatsuki Miyata | $0 | $0 | $0 | $0 | $0 | | M. Brent Tignor | $0 | $0 | $0 | $0 | $0 |

  134. Nonqualified Deferred Compensation

    | (1) NEO contributions include any deferrals of annual compensation, including earned awards under the ICP. These amounts are included in the NEO’s compensation under either “Salary” or “Non-Equity Incentive Compensation”. |

  135. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, set forth below is disclosure regarding the relationship of the annual total compensation of our employees and the total annual compensation of Mr. Harris, our Chairman, President and CEO. Mr. Harris had 2025 annual total compensation of $7,894,874 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2025 was $58,406. Therefore, the ratio of Mr. Harris’ 2025 annual total compensation to that of our median employee is approximately 135 to 1. We identified the median employee by examining the 2025 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, the last day of our payroll year. We included all employees whether they were employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and annualized the compensation for any full-time employees who were not employed by the Company for all of 2025. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Approximately four percent of our employees receive annual equity awards. After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology that we use for our NEOs as set forth in the 2025 Summary Compensation Table. Given the different methodologies that various public companies will use to determine their pay ratio, the CEO Pay Ratio reported above should not be used as a basis for comparison between companies. The following table sets forth the compensation for our Chief Executive Officer (Balchem's principal executive officer or “PEO”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (“CAP”) to such individuals, as defined under SEC rules, for each of 2025, 2024, 2023, 2022, and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income (which we refer to as “Net Earnings” in the Consolidated Statements of Earnings in our Form 10-K) and Adjusted EBITDA over such years in accordance with SEC rules.

  136. CEO Pay Ratio

    | Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(2)(2a) $ | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) $ | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(2a)(3) $ | Value of Initial Fixed $100 investment Based On(4): | | Net Income(5) (in millions) $ | Adjusted EBITDA(6) (in millions) $ | | | | | | | Total Shareholder Return $ | Peer Group Total Shareholder Return $ | | | | 2025 | 7,894,874 | 4,917,309 | 2,350,045 | 2,158,056 | 136.68 | 105.74 | 154.85 | 274.9 | | 2024 | 6,872,769 | 10,369,412 | 1,837,292 | 2,265,811 | 144.37 | 103.15 | 128.48 | 250.3 | | 2023 | 5,889,707 | 10,939,101 | 1,298,379 | 1,667,102 | 131.07 | 108.43 | 108.54 | 230.9 | | 2022 | 11,948,265 | 7,975,827 | 1,190,453 | 608,803 | 107.02 | 106.92 | 105.37 | 215.7 | | 2021 | 5,761,673 | 12,201,461 | 1,260,686 | 2,362,829 | 146.90 | 123.79 | 96.10 | 189.8 |

  137. CEO Pay Ratio

    | (1) The PEO for all five fiscal years is Ted Harris, the Company’s Chairman, President and Chief Executive Officer. |

  138. CEO Pay Ratio

    | (2) CAP for the PEO and average CAP for our other NEOs in each of 2025, 2024, 2023, 2022, and 2021 reflect the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. CAP values reflected in the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Executive Compensation Committee in regard to the PEO’s and our other NEOs’ compensation for fiscal year 2025, see the section titled “Compensation Discussion and Analysis” of this Proxy Statement. The amounts reflected for fiscal year 2024 have been revised from the amounts previously reported in last year’s Proxy Statement in order to incorporate administrative corrections. |

  139. CEO Pay Ratio

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $7,894,874 | $2,350,045 | $6,872,769 | $1,837,292 | $5,889,707 | $1,298,379 | $11,948,265 | $1,190,453 | $5,761,673 | $1,260,686 | | Adjustments for Equity Awards | | | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(4,201,271) | $(1,125,224) | $(3,819,530) | $(818,149) | $(3,469,079) | $(549,611) | $(9,614,000) | $(520,728) | $(2,890,856) | $(513,216) | | Year-end fair value of unvested awards granted in the current year | $3,998,724 | $1,070,836 | $4,846,555 | $1,038,255 | $4,208,750 | $666,945 | $8,784,799 | $438,360 | $5,056,198 | $886,531 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(2,281,968) | $(117,618) | $2,639,448 | $217,391 | $3,744,253 | $213,440 | $(2,243,152) | $(345,097) | $4,165,417 | $717,164 | | Fair values at vest date for awards granted and vested in current year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— |

  140. CEO Pay Ratio

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | Harris, Ted | Average Non-CEO NEOs | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(507,224) | $(23,759) | $(182,798) | $(11,543) | $555,762 | $37,239 | $(747,011) | $(141,472) | $93,812 | $9,036 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | $— | $— | $(203,699) | $(19,401) | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $14,173 | $3,777 | $12,968 | $2,565 | $9,708 | $709 | $50,625 | $6,688 | $15,217 | $2,628 | | Total Adjustments for Equity Awards | $(2,977,565) | $(191,988) | $3,496,643 | $428,519 | $5,049,394 | $368,723 | $(3,972,438) | $(581,650) | $6,439,788 | $1,102,143 | | Compensation Actually Paid (as calculated) | $4,917,309 | $2,158,056 | $10,369,412 | $2,265,811 | $10,939,101 | $1,667,102 | $7,975,827 | $608,803 | $12,201,461 | $2,362,829 |

  141. CEO Pay Ratio

    | (2a) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: |

  142. CEO Pay Ratio

    | - | Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date. |

  143. CEO Pay Ratio

    | - | Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. |

  144. CEO Pay Ratio

    | - | Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. |

  145. CEO Pay Ratio

    | - | Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. |

  146. CEO Pay Ratio

    | - | Represents annual dividend yield on each vest/FYE date. |

  147. CEO Pay Ratio

    | (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |

  148. CEO Pay Ratio

    2025: Martin Bengtsson, Brent Tignor, Hatsuki Miyata, Frederic Boned 2024: Martin Bengtsson, Martin Reid, Hatsuki Miyata, Frederic Boned 2023: Martin Bengtsson, Martin Reid, Hatsuki Miyata, Frederic Boned 2022: Martin Bengtsson, Jim Hyde, Martin Reid, Jonathan Griffin, Hatsuki Miyata 2021: Martin Bengtsson, Jim Hyde, Mark Stach, William Backus, Martin Reid

  149. CEO Pay Ratio

    | (4) TSR is cumulative (assuming $100 was invested on December 31, 2020) for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Dow Jones U.S. Specialty Chemicals Index. Historic stock price performance is not necessarily indicative of future stock performance. |

  150. CEO Pay Ratio

    | (5) Reflects “Net Earnings” in the Company’s Consolidated Statements of Earnings included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021. |

  151. CEO Pay Ratio

    | (6) Adjusted EBITDA is the financial measure from the tabular list of Company Performance Metrics below which, in the Company’s assessment, represents the most important financial measure used by the Company to link compensation and performance in 2025. Adjusted EBITDA as used in this Proxy Statement is a non-GAAP financial measure calculated by adding interest, taxes, depreciation, amortization, and other expenses to earnings. |

  152. Relationship between Compensation Actually Paid and Company Performance Measures

    Relationship between Compensation Actually Paid and Company Performance Measures

  153. (Dollars in thousands)

    | (5) Nonqualified deferred compensation plan expense (income): Gains and losses on rabbi trust assets related to our nonqualified deferred compensation plan are recorded in other expense (income) while the offsetting increases or decreases to the deferred compensation liability are recorded within earnings from operations. The increases and decreases in the deferred compensation liability are driven by market volatility and are not a true reflection of company performance. We believe excluding these amounts from our non-GAAP financial measures is useful to investors because these items are inconsistent in amount based on market conditions causing comparison of current and historical financial results to be difficult. |